ProCook : Amendment to the rules of the ProCook Group plc Performance Share Plan 2021

Eversheds Sutherland

(International) LLP

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London

EC2V 7WS

United Kingdom

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eversheds-sutherland.com

Rules of the ProCook Group plc

Performance Share Plan 2021

Adopted on 29 October 2021

Amended by resolution of the shareholders on [19 September 2023]

Expires on 29 October 2031

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CONTENTS

Rule		Page
1	INTERPRETATION	2
2	COMMITTEE MAY GRANT AWARDS	87
3	RESTRICTIONS ON THE GRANTING OF AWARDS	87
4	GRANT OF AWARDS	9
5	PERFORMANCE CONDITION	1110
6	DIVIDEND EQUIVALENT SHARES	1211
7	EXERCISE OF AWARDS	1312
8	CASH EQUIVALENT	1413
9	RESTRICTIONS UPON THE EXERCISE OF AWARDS AND LAPSE OF AWARDS	14
10	CESSATION OF EMPLOYMENT	1514
11	CHANGE IN CONTROL, LIQUIDATION AND DEMERGER	1615
12	ADJUSTMENT OF AWARDS	17
13	PRO-RATING OF AWARDS ON EARLY EXERCISE	1817
14	CLAWBACK AND MALUS	18
15	COSTS	2019
16	ADMINISTRATION	20
17	GENERAL	2120
18	AMENDMENTS TO THESE RULES	21
19	OVERSEAS EMPLOYEES	2221
20	DATA PROTECTION	22

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RULES

of the

PROCOOK GROUP PLC PERFORMANCE SHARE PLAN 2021

1. INTERPRETATION In these Rules:

1.1 the following expressions have the following meanings unless inconsistent with the context:

"Admission Date"	the date that the Shares are admitted to the premium
	listing segment of the Official List of the UK Financial
	Conduct Authority and to trading on the Main Market of
	the London Stock Exchange
"Adoption Date"	the date on which the Plan is adopted by a resolution
	of the Board
"Award"	subject to Rule 88, a right to acquire Shares for nil
	consideration granted to an Eligible Employee pursuant
	to the Plan and for the time being subsisting (or, where
	the context so requires, a right to acquire Shares so to
	be granted)
"Award Certificate"	a certificate issued pursuant to Rule 4.44.4
"Award Date"	in respect of any Award, the date upon which that
	Award is granted by the Company
"Award Holder"	a person holding an Award or, where the context so
	requires, the legal personal representatives of such a
	person and in the context of Rule 1414only, in
	addition to the persons identified in the foregoing
	provisions of this definition, a person who has at any
	time held an Award
"Balancing Payment"	in respect of an Award, such amount as is determined
	in accordance with Rules 14.414.4or 14.514.5
"Base Salary"	on the date in question, the basic annual salary of an
	Eligible Employee under their contract of employment
	with the Company or any Subsidiary excluding, for the
	avoidance of doubt, any of the following:
	(a)	any expenses, the provision of living
		accommodation or any other form of
		allowances or benefits;
	(b)	benefits in kind;
	(c)	bonuses;
	(d)	share options and any other share incentive
		award; and
	(e)	employer's pension contributions
"Board"	the board of directors for the time being of the
	Company or the directors present at a duly convened

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	meeting of the directors or a duly appointed committee
	of the board of directors at which a quorum is present
"Committee"	the remuneration committee of the Board
"Company"	ProCook Group plc (registered number 13679248)
"Control"	the meaning given to that term by section 995 of the
	Income Tax Act 2007 and "Controlled" shall be
	construed accordingly
"Dealing Day"	a day on which the London Stock Exchange is open for
	the transaction of business
"Dividend Equivalent	in relation to any Award, the Shares notionally added
Shares"	to such Award pursuant to the provisions of Rule 66
"Early Exercise Trigger"	in respect of any Award, the first to occur of:
	(a)	the Award Holder ceasing to be an Eligible
		Employee in circumstances where, pursuant
		to Rule 1010, the Award may be exercised
		(or would be capable of being exercised but
		for the application of Rule 10.1.110.1.1) in
		a stated period of time after such cessation of
		employment; or
	(b)	an event referred to in Rules 11.211.2to
		11.711.7inclusive by reference to which the
		Award may be exercised (or would be capable
		of being exercised but for the application of
		Rule 11.1.111.1.1)
"Eligible Employee"	any individual who, at the relevant date, is an
	employee (including an executive director) of any
	company within the Group
"Employee Tax Liability"	all income tax and/or employee's national insurance
	contributions or similar levies for which a company in
	the Group (or any other person who, at the relevant
	time, is the employer of the Eligible Employee) is
	obliged to account to HMRC
"Excess Shares"	in respect of an Award to which Rule 14.314.3applies,
	the number of Shares over which the Award would not
	be, or would not have been, capable of exercise but for
	the relevant circumstance, such number of Shares
	being determined by the Committee in its absolute
	discretion
"Executive Director"	any executive director of the Company from time to
	time
"Exercise Period"	in respect of an Award:
	(a)	the period commencing on the day
		immediately after the Vesting Date in respect
		of such Award (or if later the date on which
		any conditions imposed pursuant to Rule 55
		are satisfied) and ending on the day

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		immediately before the tenth anniversary of
		the Award Date; or
	(b)	such shorter period as may be determined by
		the Committee in its absolute discretion as at
		the Award Date; or
	(c)	if the Award Holder, having not previously
		exercised the Award, shall be prevented from
		so doing on the last day of the periods set out
		above by virtue of Rule 9.19.1, the period
		ending 21 days after the first day on which
		the Award Holder is no longer so prevented
		(but no later than the tenth anniversary of the
		Award Date)
"Financial Year"	a financial year of the Company (as determined in
	accordance with the provisions of section 390 of the
	Companies Act 2006)
"General Offer"	a general offer to acquire the whole or part of the
	issued ordinary share capital of the Company (or such
	part of such capital as is not then owned by the offeror
	or any company Controlled by the offeror and/or any
	persons acting In Concert with the offeror) as a result
	of which the offeror (or any such companies and/or
	such persons) may gain Control of the Company
"Group"	the Company and all of the Subsidiaries for the time
	being or, where the context so requires, any one or
	more of them
"HMRC"	HM Revenue & Customs or where the context so
	requires in relation to any Award Holder or Eligible
	Employee who is subject to taxation in a jurisdiction
	outside the United Kingdom, any other equivalent body
	or fiscal authority competent to collect or impose taxes
	in the relevant jurisdiction concerned
"Holding Period"	in respect of any Award, a period starting on the
	Normal Vesting Date and ending on the second
	anniversary of the Normal Vesting Date, or such other
	period as the Committee may determine as at the
	Award Date
"In Concert"	the meaning given to that term in The City Code on
	Takeovers and Mergers as amended from time to time
"Issue or Reorganisation"	any capitalisation issue or rights issue (other than an
	issue of shares pursuant to the exercise of an option
	given to the shareholders of the Company to receive
	shares in lieu of dividend) or open offer or any other
	variation in the share capital of the Company including
	(without limitation) any consolidation, sub-division or
	reduction of capital of the Company
"ITEPA"	the Income Tax (Earnings and Pensions) Act 2003
"London Stock	London Stock Exchange plc or any successor body
Exchange"	thereto

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